Addendum - Greenberg Traurig Agreement
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IDA Addendum - 1 IDA ADDENDUM Board of Directors The Industrial Development Authority of the City of Chandler, Arizona 175 S. Arizona Ave. Chandler, AZ 85225 c/o City Staff Liaison Dawn Lang, Deputy City Manager and Chief Financial Officer Re: Legal Representation – Issuer’s Counsel Dear Honorable Board: Thank you for agreeing to engage Greenberg Traurig, LLP (“Greenberg Traurig”) as legal counsel to The Industrial Development Authority of the City of Chandler, Arizona (the “Chandler IDA”). Certain provisions of the bond counsel engagement letter (the “City Engagement Letter”) between Greenberg Traurig and the City of Chandler, Arizona (the “City”) to which this IDA Addendum is attached shall be incorporated by reference herein. Upon execution, this IDA Addendum shall become an addendum to the City Engagement Letter and effective as of the same effective date of the City Engagement Letter. Scope of Engagement a. Our representation of the Chandler IDA and this engagement will include serving as issuer’s counsel to the Chandler IDA pertaining to (i) its issuance of bonds or its incurrence of obligations, and (ii) general matters related to public finance or Chandler IDA administration and operations. The Chandler IDA and Greenberg Traurig may agree to limit or expand the scope of this engagement, but that will occur and be effective only if agreed in writing by both the Chandler IDA and Greenberg Traurig. b. The Chandler IDA as an entity is the client for this engagement, rather than any individual director, officer or employee of the Chandler IDA. We expect that most of our contact with the Chandler IDA will be through Kelly Schwab and Dawn Lang, and we will generally rely upon Chandler IDA and City staff to keep the Chandler IDA Board of Directors informed about the advice and other legal services provided by Greenberg Traurig. The provisions in the second paragraph of Section 2.b. and Sections 2.c. through 2.e. of the City Engagement Letter are incorporated by reference into this engagement, and modified to apply to the Chandler IDA. Conflicts and Staffing Sections 3 and 4 of the City Engagement Letter are incorporated by reference into this engagement, and modified to apply to the Chandler IDA. IDA Addendum - 2 Fees and Expenses a. No retainer payment is required in connection with this engagement. As an Arizona governmental entity, we are offering the discounted rates reflected in our SAVE contract response Proposal No. 21-03MP (Legal Services) for any hourly work, whereby currently the rate for shareholders is $395 per hour and the rate for associates and paralegals is $300 per hour. Subject to the Chandler IDA’s written approval, these hourly rates are subject to adjustment after October 1, 2025, to reflect any changes to Greenberg Traurig’s then-current SAVE contract response. b. With respect to bonds issued by the Chandler IDA our fees will be $15,000 for a bond issue with a par amount equal to or less than $50,000,000, and $25,000 for a bond issue with a par amount greater than $50,000,000. c. Notwithstanding the foregoing, Greenberg Traurig will adhere to any existing fee discount agreements the Chandler IDA may have with frequent borrowers. With respect to the issuance of bonds, our fees are usually paid at the transaction closing from the proceeds of the sale of the bonds or obligations, and we customarily do not submit any invoice or billing statement until the transaction closing. Furthermore, if, for any reason, the issuance of bonds is not consummated, we will not expect to be compensated except for “out of pocket” expenses. Any expenses related to a bond issue will be the lesser of actual expenses or $250.00. d. The Billing Policies attached to the City Engagement Letter are incorporated by reference into this engagement, as modified to apply to the Chandler IDA and reflect the fees and pricing applicable to the Chandler IDA described above. Additional Incorporated Provisions Sections 6 through 11, inclusive, of the City Engagement Letter are incorporated by reference into this engagement, and modified to apply to the Chandler IDA. To the extent applicable, Greenberg Traurig will comply with the insurance requirements of the Chandler IDA, provided such insurance requirements do not materially differ from the Insurance Requirements attached to the City Engagement Letter. The foregoing IDA Addendum is hereby accepted on behalf of The Industrial Development Authority of the City of Chandler, Arizona, by the undersigned, who has been duly authorized so to execute the same. Dated: _____________, 2022 ____________________________________ Authorized Representative The Industrial Development Authority of the City of Chandler, Arizona